Wolverine storms the Inner Circle as Jean Grey turns on Jason Wyngarde and the Hellfire Club freeing the X-Men. Now it’s a knock-down, drag-out fight between the Inner Circle and the X-Men but this time it’s the X-Men who prevail. Jean confronts Mastermind and destroys his mind with the power of the Phoenix as the others in the Inner Circle attempt to escape. But Jean's problems are just starting as she can no longer control the power of the Phoenix.